In 1990, UMBC initiated programs to increase the pools of high-achieving minorities interested in Science, Engineering and Mathematics (SEM). The resulting Meyerhoff Scholars/MARC U*STAR undergraduate program has produced 206 African American SEM graduates, with 175 additional students currently enrolled. Attrition rates are remarkably low, with more than 95% of the students graduating with SEM degrees, and 88% going immediately to graduate and/or professional schools. The current MBRS IMSD proposal supports a model graduate program with objectives, experiences and opportunities complementary to the undergraduate program. Key elements of the graduate program include: (1) a ten-week Summer Bridge Program for first year students; (2) monthly meetings that include seminars by students and mentors; (3) a Minority Seminar Series with seminars by established minority scientists; (4) a summer weekend retreat; and, (5) student travel to scientific meetings. In addition, (6) counseling services are provided for assistance and support, and (7) a summer undergraduate research component provides research opportunities for minority undergraduates and mentorship opportunities for the graduate students. Because the program is only three years old, none of the 12 graduate students currently enrolled (including 10 African Americans and 2 Hispanic Americans) have graduated. However, the progress of these students has been excellent, with 88% receiving only As and Bs in their courses (compared with 40% for minority graduate students in the three years prior to the program), and only one of 14 students having left the program in poor academic standing. Minority graduate enrolment in participating departments has nearly doubled, and interest in the program is growing at a remarkable rate, with 29 students applying for 6 available positions for the Fall of 1999 (compared to 2, 3 and 3 applicants in 1996, 1997 and 1998, respectively). The academic credentials of the applicants has also increased substantially, and we therefore anticipate continued increases in the numbers and scientific potential of the minority students supported by the MBRS IMSD at UMBC. In the long term, it is anticipated that a majority of these students will obtain faculty positions or assume other leadership roles in the biomedical sciences.